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MATTEL INC /DE/ Director's Dealing 2011

Nov 4, 2011

30976_dirs_2011-11-04_0255a2ae-8237-4543-99fb-27b828312bc4.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2011-11-03

Reporting Person: KILPIN TIMOTHY J. (EVP Mattel Brands El Segundo)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-11-03 Common stock M 40000 $18.71 Acquired 85370 Direct
2011-11-03 Common stock S 40000 $29.0015 Disposed 45370 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-11-03 Employee Stock Option - Right to Buy $18.71 M 40000 Disposed 2015-08-01 Common stock (40000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common stock 2969 Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $29.00 to 29.01. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

F2: As of November 3, 2011, the reporting person had a balance of $86,333.82 in the Mattel Stock Fund of Mattel's 401(k) plan, the Personal Investment Plan ("PIP"). The number of shares has been calculated by the plan administrator for the PIP.